UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated: December 21, 2015
Commission File Number 001-32520
NEWLEAD HOLDINGS LTD.
(Translation of registrant’s name into English)
NewLead Holdings Ltd.
83 Akti Miaouli & Flessa Str.
185 38 Piraeus Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
Information Contained in this Current Report on Form 6-K
The following tables present the condensed consolidated balance sheets as of June 30, 2015 (unaudited) and December 31, 2014, the unaudited condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2015 and June 30, 2014 and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2015 and June 30, 2014 of NewLead Holdings Ltd.
NEWLEAD HOLDINGS LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts expressed in thousands of U.S. dollars except share amounts)
| | | (unaudited) | | | | |
| | | As of
June 30, | | | As of
December 31, | |
| | | 2015 | | | 2014 | |
| | | | | | | |
| ASSETS | | | | | | | | |
| Current assets | | | | | | | | |
| Cash and cash equivalents | | $ | 466 | | | $ | 404 | |
| Trade receivables, net | | | 3,936 | | | | 3,910 | |
| Other receivables | | | 3,241 | | | | 3,520 | |
| Due from related parties | | | 5 | | | | 5 | |
| Due from Joint Ventures | | | - | | | | 1,408 | |
| Inventories | | | 666 | | | | 791 | |
| Prepaid expenses | | | 788 | | | | 896 | |
| Deferred charges, net | | | 1,904 | | | | 829 | |
| Other current assets | | | 116 | | | | - | |
| Total current assets | | | 11,122 | | | | 11,763 | |
| | | | | | | | | |
| Restricted cash | | | 31 | | | | 183 | |
| Advances for acquisition of coal property | | | 21,855 | | | | 21,855 | |
| Vessels and other fixed assets, net | | | 117,340 | | | | 121,255 | |
| Property, equipment and mine development costs, net | | | 8,193 | | | | 9,469 | |
| Owned and leased mineral rights, land and building, net | | | 1,759 | | | | 1,771 | |
| Goodwill | | | 236 | | | | 23,550 | |
| Deferred charges, net | | | 313 | | | | - | |
| Other non-current assets | | | 322 | | | | 477 | |
| Total non-current assets | | | 150,049 | | | | 178,560 | |
| Total assets | | $ | 161,171 | | | $ | 190,323 | |
| | | | | | | | | |
| LIABILITIES AND SHAREHOLDERS' DEFICIT | | | | | | | | |
| Current liabilities | | | | | | | | |
| Current portion of long-term debt | | $ | 68,307 | | | $ | 64,338 | |
| Accounts payable, trade | | | 24,033 | | | | 23,876 | |
| Accrued liabilities | | | 24,687 | | | | 20,849 | |
| Convertible notes, net | | | 91,030 | | | | 85,685 | |
| Capital lease obligations | | | 37,683 | | | | 5,225 | |
| Deferred income | | | 134 | | | | 145 | |
| Financial instruments carried at fair value | | | 39,593 | | | | 39,300 | |
| Investments in Joint Ventures | | | 1,715 | | | | - | |
| Due to related parties | | | 71 | | | | 299 | |
| Other current liabilities | | | 7,745 | | | | 7,745 | |
| Total current liabilities | | | 294,998 | | | | 247,462 | |
| | | | | | | | | |
| Non-current liabilities | | | | | | | | |
| Capital lease obligations | | | - | | | | 32,785 | |
| Convertible notes, net | | | 14,478 | | | | 11,436 | |
| Asset retirement obligations | | | 1,067 | | | | 1,050 | |
| Long-term debt, net | | | - | | | | 7,707 | |
| Total non-current liabilities | | | 15,545 | | | | 52,978 | |
| | | | | | | | | |
| Total liabilities | | | 310,543 | | | | 300,440 | |
| | | | | | | | | |
| Commitments and contingencies | | | - | | | | - | |
| | | | | | | | | |
| Shareholders' deficit | | | | | | | | |
Preferred Shares, $0.01par value, 500 million shares authorized, no shares
outstanding as of June 30,2015 and December 31, 2014 | | | - | | | | - | |
Common Shares, $0.01 par value, 50 billion shares authorized, 546.04 million and
309.45 million shares issued and outstanding as of June 30, 2015 and December 31,
2014, respectively | | | 5,460 | | | | 3,095 | |
| Additional paid-in capital | | | 927,250 | | | | 926,753 | |
| Accumulated deficit | | | (1,079,778 | ) | | | (1,038,434 | ) |
| Total NewLead Holdings' shareholders' deficit | | | (147,068 | ) | | | (108,586 | ) |
| Noncontrolling interest deficit | | | (2,304 | ) | | | (1,531 | ) |
| Total shareholders' deficit | | | (149,372 | ) | | | (110,117 | ) |
| Total liabilities and shareholders' deficit | | $ | 161,171 | | | $ | 190,323 | |
NEWLEAD HOLDINGS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(All amounts expressed in thousands of U.S. dollars except share and per share amounts)
| | | (unaudited) | | | (unaudited) | |
| | | Six months Ended
June 30, 2015 | | | Six months Ended
June 30, 2014 | |
| REVENUES: | | | | | | |
| Shipping related | | $ | 13,768 | | | $ | 3,854 | |
| Coal revenue | | | 77 | | | | 107 | |
| | | | 13,845 | | | | 3,961 | |
| EXPENSES: | | | | | | | | |
| Commissions | | | (242 | ) | | | (817 | ) |
| Voyage expenses | | | (3,585 | ) | | | (181 | ) |
| Vessel operating expenses | | | (6,644 | ) | | | (2,070 | ) |
| Costs of coal processing and other related coal costs | | | (566 | ) | | | (751 | ) |
| Selling, general and administrative expenses | | | (6,292 | ) | | | (30,528 | ) |
| Depreciation, depletion and amortization expense | | | (3,366 | ) | | | (1,910 | ) |
| Impairment losses | | | (25,194 | ) | | | - | |
| | | | (45,889 | ) | | | (36,257 | ) |
| Operating loss from continuing operations | | | (32,044 | ) | | | (32,296 | ) |
| OTHER (EXPENSES) / INCOME, NET: | | | | | | | | |
| Interest and finance expense | | | (10,587 | ) | | | (10,856 | ) |
| Gain on extinguishment of liabilities | | | 523 | | | | - | |
| Loss on sale and leaseback transaction | | | - | | | | (525 | ) |
| Interest income | | | 56 | | | | 12 | |
| Change in fair value of financial instruments | | | (65 | ) | | | (4,744 | ) |
| Other income, net | | | 1,604 | | | | 10,318 | |
| Total other expenses, net | | | (8,469 | ) | | | (5,795 | ) |
| Loss before loss from Investments in Joint Ventures | | | (40,513 | ) | | | (38,091 | ) |
| Loss from investments in Joint Ventures | | | (1,523 | ) | | | (215 | ) |
| Loss from continuing operations | | | (42,036 | ) | | | (38,306 | ) |
| (Loss) / Income from discontinued operations | | | (81 | ) | | | 239 | |
| Net loss | | | (42,117 | ) | | | (38,067 | ) |
| Plus: Net loss attributable to the noncontrolling interest | | | 773 | | | | 145 | |
| Net loss attributable to NewLead Holdings Ltd. | | | (41,344 | ) | | | (37,922 | ) |
| Guaranteed dividends for preference shares | | | - | | | | (9,761 | ) |
| Net loss attributable to NewLead Holdings' Common Shareholders | | $ | (41,344 | ) | | $ | (47,683 | ) |
| | | | | | | | | |
| (Loss) / Income per common share: | | | | | | | | |
| Basic and diluted | | | | | | | | |
| Continuing operations | | $ | (0.10 | ) | | $ | (81.88 | ) |
| Discontinued operations | | $ | (0.00 | ) | | $ | 0.51 | |
| Total | | $ | (0.10 | ) | | $ | (81.37 | ) |
| | | | | | | | | |
| Weighted average number of common shares: | | | | | | | | |
| Basic and diluted | | | 405,107,276 | | | | 467,814 | |
NEWLEAD HOLDINGS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited)
(All amounts expressed in thousands of U.S. dollars except share and per share amounts)
| | | (unaudited) | | | (unaudited) | |
| | | Six months Ended | | | Six months Ended | |
| | | June 30, 2015 | | | June 30, 2014 | |
| | | | | | | |
| Net loss | | $ | (42,117 | ) | | $ | (38,067 | ) |
| | | | | | | | | |
| Other comprehensive loss: | | | | | | | | |
| Unrealized loss on investments in available for sale securities | | | - | | | | (28 | ) |
| Total other comprehensive loss | | | - | | | | (28 | ) |
| | | | | | | | | |
| Total comprehensive loss | | | (42,117 | ) | | | (38,095 | ) |
| | | | | | | | | |
| Comprehensive loss attributable to Newlead Holdings Ltd. | | $ | (42,117 | ) | | $ | (38,095 | ) |
NEWLEAD HOLDINGS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(All amounts expressed in thousands of U.S. dollars except share and per share amounts)
| | | (unaudited) | | | (unaudited) | |
| | | Six months Ended
June 30, 2015 | | | Six months Ended
June 30, 2014 | |
| | | | | | | |
| | | | | | | |
| OPERATING ACTIVITIES: | | | | | | | | |
| Net loss | | $ | (42,117 | ) | | $ | (38,067 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
| Non-cash adjustments | | | | | | | | |
| Depreciation and amortization | | | 3,366 | | | | 1,910 | |
| Impairment losses | | | 25,194 | | | | - | |
| Provision for doubtful receivables | | | 2,753 | | | | - | |
| Amortization and write-off of deferred financing costs | | | 586 | | | | 63 | |
| Amortization of the beneficial conversion feature | | | 11 | | | | 160 | |
| Change in fair value of derivative financial instruments | | | 65 | | | | 17,073 | |
| Share-based compensation | | | 744 | | | | 22,997 | |
| Loss / (Gain) on equity settlement | | | 3,186 | | | | (12,917 | ) |
| Gain from extinguishment of debt | | | (523 | ) | | | - | |
| Loss from Investments, net of dividends received | | | 1,523 | | | | 215 | |
| Discounts from suppliers | | | - | | | | (39 | ) |
| Loss on sale of vessels | | | - | | | | 525 | |
| (Increase) decrease in: | | | | | | | | |
| -Trade receivables | | | (1,017 | ) | | | 711 | |
| -Other receivables | | | 279 | | | | 545 | |
| -Inventories | | | 125 | | | | (675 | ) |
| -Due from Joint Ventures | | | (162 | ) | | | (51 | ) |
| -Prepaid expenses | | | 107 | | | | (120 | ) |
| Increase (decrease) in: | | | | | | | | |
| -Accounts payable, trade | | | 443 | | | | 1,754 | |
| -Accrued liabilities | | | 4,011 | | | | 2,867 | |
| -Deferred income | | | 28 | | | | (103 | ) |
| -Due to related parties | | | 102 | | | | 155 | |
| Payments for dry-docking / special survey costs | | | (16 | ) | | | (39 | ) |
| Net cash used in operating activities | | | (1,312 | ) | | | (3,036 | ) |
| | | | | | | | | |
| INVESTING ACTIVITIES: | | | | | | | | |
| Vessel acquisitions | | | - | | | | (18,271 | ) |
| Advances for vessel acquisition | | | - | | | | (925 | ) |
| Coal acquisition | | | - | | | | (147 | ) |
| Other fixed asset acquisitions | | | (9 | ) | | | (4 | ) |
| Net cash used in investing activities | | | (9 | ) | | | (19,347 | ) |
| | | | | | | | | |
| FINANCING ACTIVITIES: | | | | | | | | |
| Principal repayments of long-term debt | | | (3,215 | ) | | | (376 | ) |
| Proceeds from notes, net | | | 4,948 | | | | 6,482 | |
| Proceeds from preference shares | | | - | | | | 2,500 | |
| Restricted cash for debt repayment | | | 152 | | | | (152 | ) |
| Proceeds from the sale and leaseback of vessels | | | - | | | | 13,875 | |
| Capital lease payments | | | (328 | ) | | | (143 | ) |
| Dividends paid | | | - | | | | (105 | ) |
| Payments for deferred charges | | | (174 | ) | | | (240 | ) |
| Net cash provided by financing activities | | | 1,383 | | | | 21,841 | |
| Net increase / (decrease) in cash and cash equivalents | | | 62 | | | | (542 | ) |
| Cash and cash equivalents | | | | | | | | |
| Beginning of period | | | 404 | | | | 2,271 | |
| End of period | | $ | 466 | | | $ | 1,729 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 21, 2015
| | NEWLEAD HOLDINGS LTD. |
| | | |
| | By: | /s/ Michail Zolotas |
| | Name: | Michail Zolotas |
| | Title: | Chief Executive Officer |
